REQUEST FOR QUALIFICATIONS

Co-Developer for Palm Center BTC Houston, Texas

RFQ # 16-012 DUE DATE: October 11, 2016

4:00 P.M. C.S.T.

Houston Business Development, Inc.

5330 Griggs Road Houston, Texas (713)845-2400 www.hbdi.org

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I. Introduction .................................................................................................................. 3

II. Definitions, Terms and Conditions .................................................................................7

III. General Information ...................................................................................................... 8

IV. Scope of Work ............................................................................................................. 15

V. Proposal Format and Content Requirements ............................................................. 18

VI. Evaluation Factors ....................................................................................................... 21

VII. Notice of Non-participation Form............................................................................... 23

VIII. Disclaimer .................................................................................................................... 24

CONTENTS

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1. Introduction

1.1. Houston Business Development, Inc. (HBDi) is seeking a developer team to plan and co-develop parcels located within the southeast area of Houston, Texas (“the Site”). This area is currently owned by HBDi, and the developer will act as a partner with HBDi to create a sustainable, medium density, mixed use development.

The purpose of this RFQ is to set forth the project goals, selection criteria, statement of qualifications and submittal requirements that the master development team must address in the proposal. Based on the proposals and information submitted in response to this RFQ (the “Submittals”), HBDi plans to make a final decision on selecting a master developer for this site. Evaluation criteria, which will be used to score each team, are included in Section VI.

1.2. Submittals will be accepted until 4 p.m. on October 11, 2016 (“Closing Date”), and

should be addressed to: Houston Business Development, Inc. Marlon D. Mitchell, President/CEO

5330 Griggs Road, Ste. D100 Houston, Texas 77021 m.mitchell@hbdi.org

Questions and correspondence regarding this RFQ can be directed to:

Mannaser D. Marshall, MLD Vice President, Development and Operations

(713) 845-2400 m.marshall@hbdi.org

1.3. In order to ensure a fair and objective RFQ process and evaluation, all questions

(except during the pre-proposal conference) and inquiries related to this RFQ shall be addressed to the individual identified above. The deadline for written questions and inquiries is September 16th at 4:00 p.m.

1.4. All developer teams may be asked to provide additional information set out below. All

developer teams desiring to submit a proposal must submit, in addition to their proposal, the information set out below.

I. INTRODUCTION

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1.5. Statements of Qualifications

HBDi is seeking responses to this Request for Qualifications (“RFQ”) including providing certain limited information (“Statements of Qualifications”) from the aforementioned teams as well as other interested and qualified real estate developers (collectively, the “Developers”) to redevelop the Site in a fashion that captures the vision of HBDi for a vibrant, new mixed-use urban center (the “Project”).

1.6. Overview

Developers responding to the RFQ must submit information regarding their firm’s ability to serve in the previously described development capacity, whether as a Master Developer or along with other development partners to meet HBDi’s objectives for the redevelopment project. Statements of Qualifications and the supporting information requested will serve as a basis for overall evaluation of the Submittals.

Developers must exhibit the necessary capabilities and experience to successfully execute their proposed development process through all stages and potential phases of completion. This role includes responsibility for assembling a development team, managing team members and co-development partners, creating a partnering relationship with HBDi, providing direction throughout the pre-development process, and implementing and executing the approved final master plan. The preference is to select a development partner as Master Developer that serves as the single point of responsibility through initial phases of the development. Developers must confirm in their Submittals the ability to successfully design, build, finance and manage the development of the Project.

1.7. Basis for Evaluation

Houston Business Development, Inc. is seeking a Developer to structure and implement the public/private finance, design, development, construction and management of the Project.

The Statement of Qualifications will be evaluated based on the following evaluation criteria:

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Developer Experience Priority will be given to the Developer that has a history of successful

real estate redevelopments and demonstrates the multi-disciplinary expertise required for the type of project proposed in this RFQ. Retail/Commercial is identified by HBDi as being in significant demand within the Site. Developers must exhibit the design expertise, history of packaging an innovative o f f i c e a n d retail product mix and the ability to attract quality tenants.

Project Experience

Experience with similar projects where the Developer has served as a Master Developer or Co - D eve lop er is considered essential.

Descriptions and plans of images of final development for the use-types included in relative/comparable projects, total development costs and the current status of these projects (pre-development, under construction, completed, etc.) will be evaluated.

Team Organization

In addition to the Developer’s overall capabilities and experience, the selection of partner firms including architects, engineers, general contractors and subcontractors, and other members that are integral to the project team will be considered. The Developer should submit the resumes of the personnel that will manage the day-to-day activities and a brief description of the manner in which the Project team will be organized and managed will be also be evaluated. Additionally, it is critical to include a plan of succession should critical personnel cease to be available during the Project.

Financial Capacity Confirmation of the financial capability of the Developer to successfully

undertake and execute this Project will be a major evaluation factor.

1.8. Requirements

Statements of Qualifications can include descriptive narratives, financial representations, project documentation and other illustrations in order to properly convey the Developers ability to successfully undertake and execute the Project. Statements of Qualifications are required for HBDi to properly compare the qualifications of Developers invited to propose on the Project. By submitting the Statements of Qualifications, Developers have the opportunity to formally present their qualifications to HBDi.

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Statements of Qualifications should precede the content/responses of the

remainder of the Submittal. Please limit all information associated with the Statements of Qualifications to ten (10) pages within the entire Submittal for ease of comparison.

Statements of Qualifications will necessarily vary among respondents (based

on experience, project types, scale, organization, etc.) but should include the following elements:

The names and responsibilities of all organizations that are teamed with the

Developer, and all major parties participating in the Project (architects, contractors, engineers, planners, etc.) that have been identified by the RFQ Submission Deadline, including any other development partners needed for specific components or use-types within the Submittal.

For each organization, a brief description of the overall qualifications, specific experience on similar projects and references for those projects. Please indicate where team members have worked together on one or more past projects.

Identification of key persons assigned to the Project and the primary person

responsible for day-to-day oversight of the entire Project by the Developer.

Evidence demonstrating the Developer’s capacity to finance a project of the magnitude presented in this RFQ (as indicated in Article 5). If required, this information may be confidentially included by Developers as long as this documentation is clearly marked confidential. Developers should identify specific debt and equity capital partners with whom they will be considering the Project.

Any additional information that will support the Developers capacity and

experience to complete projects of this scale and nature.

1.9. The tentative schedule for this Request for Qualifications is as follows:

Release RFQ to Vendors July 11, 2016

Pre-proposal Conference August 30 , 2016

Deadline for Questions September 16, 2016

Submission Deadline October 11, 2016

Interviews Commence October 24, 2016 (by appointment)

Interviews Conclude November 11, 2016

Recommendation to HBDi Board November 16, 2016

Notification of Developer

December 16, 2016

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2. Terms and Conditions

2.1. Terms and Conditions

2.1.1. Submittals

2.1.1.1. The Submittals must be received by HBDi Development Services prior to the time and date specified in Section 1.2. It is the Developer’s responsibility to ensure that the Submittal is actually delivered and received on time.

2.1.1.2. Submittals received after the date and time specified in Section 1.2 may

be returned unopened and will be considered void and unacceptable. Development Services is not responsible for lateness of mail carrier, etc., and HBDi’s time/date stamp shall be the official time of receipt.

2.1.1.3. Submittals cannot be altered or amended after the Closing Date.

Alterations made before the Closing Date must be initialed by the Developer guaranteeing authenticity. Submittals may not be withdrawn after the Closing Date.

2.1.1.4. One (1) original and five (5) complete copies of the proposal must be

submitted. The original must be unbound. In addition, one electronic version of the proposal must be included in Adobe Acrobat (.pdf) format written to a single thumb drive. The electronic version of the proposal must be an exact copy of the original hard copy proposal. Failure to submit in the manner prescribed may cause the Submittal to be rejected.

II. TERMS AND CONDITIONS

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3. History of Palm Center

3.1. (The Palm Center) formerly known as the Palms Center was among the first large-scale multi-building shopping centers built in Houston. Catering to the then­ new single family residential suburban area built south of Brays Bayou during the 1950s in Southeast Houston, it represented a new way for Houstonians to shop, with a large fronting parking lot and an outdoor "mall" configuration that was a precursor to the large indoor malls that would follow in the 1960s and 1970s. Department stores, along with specialized clothing and personal goods, attracted customers from across this quadrant of the city. It formed the commercial heart of a burgeoning community buoyed by Houston's mid-20th century boom.

3.2. Opening in 1955, its heyday lasted through the 1960s. However, newer, more appealing competing shopping centers opened further out in the suburbs; at the same time, demographic change in the surrounding residential areas occurred during the late 1960s and early 1970s. The initial patrons of Palms Center drifted away to the newer centers and often moved their residence further away from the area as well. The population that replaced the initial residents, though also devoted customers of the center's businesses, were not enough to continue its financial success. These conditions extinguished the vitality of Palms Center, and by the 1980s it was no longer viable in its original all-retail use.

3.3 In 1988, the City of Houston conveyed ownership of the defunct Palms Center shopping center,

located at 5330 Griggs road in Houston’s Southeast Quadrant, to Houston Business Development, Inc. (HBDi) formerly known as the City of Houston Small Business Development Corporation; a non-profit 501c3 established to combat community deterioration and revitalize underserved communities by promoting the expansion of small businesses. Since then the center has been redeveloped into a mixed-used Business Technology Center (BTC), which today is home to HBDi, and over 50 small businesses, non-profit organizations and governmental agencies including, the United States Post Office, Harris County Tax Assessors, Constables, Justice of the Peace, Dental Clinic, the Houston Area Urban League, and the Young Branch Public Library. Providing essential services to over 1,500 area residents and having created over 400 permanent jobs, the Palm Center-BTC has been transformed into a valuable community asset, contributing to the stability of surrounding neighborhoods that were once stigmatized by crime and drug activity.

III. GENERAL INFORMATION

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3.4 REDEVELOPMENT MASTER PLAN

From autumn 2014 through spring 2015, HBDi worked closely with its consultant team to

create a redevelopment vision for the Palm Center – Business Technology Center.

Through extensive research on existing conditions, discussion with HBDi Board members, and

engagement with the Southeast Houston community, the team has produced a plan which capitalizes

on the positive changes happening in the immediate vicinity, improves its services to the

neighborhood, creates an urban node of economic opportunity for the wider region, and helps further

HBDi’s mission.

3.5 SITE CONTEXT

The current Palm Center - Business Technology Center site is situated amidst an array of improvements and redevelopment that has been transforming the general area. New development has been removing blight, creating neighborhood amenities, and adding density of activities and residents. The existing Palm Center - BTC, though an improvement from the deteriorated Palm Center property of the 1980’s, can be further enhanced to fit with the new more vibrant urban node emerging in this part of Southeast Houston. With nearly 20 acres and 160,000 square feet of building space, the Palm Center-BTC site is quite large, and in its current state, contains a limited diversity of attractions and uses. However, the new Houston Public Library Young Branch and other emerging attractions such as the ITEX Village at Palm Center MIXED-USE PROJECT, Houston Texans YMCA and the Park at Palm Center start to create a tightly clustered walkable node. Additionally, the Palm Center – BTC’s large fronting parking lots create an opportunity to accommodate greater density and a more lively street environment. Other land uses, particularly the deteriorated commercial and vacant properties on the north side of Griggs Road, present redevelopment opportunities as well. A full analysis of land use in the Palm Center – BTC environs is presented in the Existing Conditions Report included as an Appendix to this report. Given the recent and upcoming improvements and developments in the immediate environs, now is the appropriate time to initiate a transformation of the Palm Center - BTC as a key piece of completing a vital urban node.

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This aerial identifies the $155 Million in recent development in and around Palm Center.

This proximity map demonstrates the convenience of the Central Business District, Texas Medical Center, University of Houston, and the Port of Houston to the Palm Center.

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3.6 PARCELING AND PHASING

Given that HBDi will proceed toward redevelopment within a

flexible framework, i.e., without mandating an exact mix of uses

and structure types that will ensue from its marketing and

partnership formation efforts such as the prospectus-like

documents, the Plan accommodates a range of development

opportunities that might arise. A large institutional user could

agree to develop a multi-story office/commercial building

fronting the new plaza that would house workforce and small business

development programs. Or, a private developer could ground lease space for development. The team has

designed a property parceling and circulation plan that flexibly offers a compelling opportunity in either

situation.

The plan concept uses the division of the site into

discrete parcels based on new circulation routes

through and into/out of the site. The images at right

show how five different parcels provide opportunities

to not only phase the redevelopment over time to

match market conditions, but also to facilitate

implementation strategies to different developers that will

limit the direct financial exposure to HBDi. This strategy also allows parking to be relocated and expanded

for each component over time, without losing needed parking for any particular occupant of

the site.

The parcels would then precipitate new circulation routes that not

only significantly improve access among the different uses, but

also mitigate existing access constraints to key nearby streets such

as MLK and provide alternatives for drivers who want to enter or

leave the area westbound on Griggs Road. Furthermore, all new

circulation routes would be designed with a diverse array of

transportation modes in mind, with attractive and ample sidewalks and comfortable biking

accommodation.

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3.6.1 Phase One: Beautification and Facade Improvement

Upgrade existing building facades

Renovate Building D and possibly other building interiors

Add public plaza at Palm Center site

Improve landscaping and walkways

3.6.1.1 Approximate cost:

Plaza and landscaping $750,000 plus design cost,

Building renovations $2.5 million (façade redo and Building D interior only) to

$5.0 million (all of existing space).

3.6.2 Phase Two: Initial Development: Small-Tenant Office / Commercial

Add 40,000 square feet of small-tenant office space with surface parking

Include up to 20,000 square feet of ground floor commercial / retail

Fronting on and activating public plaza

3.6.2.1 Market opportunities:

Demand for quality, reasonably priced, new office space for small businesses, plus

neighborhood-oriented commercial and dining, per market study.

Approximate cost: $9.5 - $10.0 Million

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3.7 Phase Three: Future Phases: Incremental Commercial, Office, and Medical Space

Time frame of 5 to 7 years

Cultivate anchor tenant partnerships with synergistic economic development and health service organizations;

Ground lease parcel by parcel to developers each parcel for new development, with structured parking:

1. Physical sit allows up to 271,000 sq.ft. additional office / medical space total

over long term; larger increments if anchor tenant partnerships created;

2. Up to 110,000 sq.ft. ground floor commercial / retail space, as needed

3.7.1 Market opportunities: Local small business and organization demand,

growing in volume and willingness to pay as Palm Center BTC and surrounding

area become more attractive and vibrant; growing demand for workplaces and

retail near light rail station over time.

Approximate cost: Up to $75.0 million

SMALL-TENANT OFFICE

COMMERCIAL

/ OFFICE

PARKING

SMALL-TENANT OFFICE

CONCEPT PLAN – GATEWAY VISION

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3.7.2 PROACTIVELY SEEK PARTNERS FOR IMPLEMENTATION

HBDi and the consultant team have identified a range of partners who could help fund

and manage the physical and programmatic elements added to the Palm Center - BTC

over time.

Key strategic redevelopment components:

Conference and event facility

Commercial/retail/office space

Small business development programs

Healthcare services and training programs

Workforce development and skills training

Small business trade programs

Youth entrepreneurship programs

Public space, infrastructure, and facilities 3.7.3 SUMMARY PERSPECTIVE

The future Palm Center BTC will create a commercial activity node that is but one of the

components of a revitalized and transformed neighborhood. Seamlessly integrated with the

development projects already underway today, the expanding transit system, and the

anticipated residential redevelopment on nearby sites such as the north side of Griggs Road,

this portion of Southeast Houston will be a point of pride for the surrounding community

and indeed the City of Houston as a whole. Once again the Palm Center area will be the

core of vitality and source of economic empowerment, facilitating the evolution and renewal

of Southeast Houston and its residents.

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4.1. Description of Project

HBDi is seeking a development team to plan, design, construct, and bring to market a new mixed-use development on the Site that maximizes the Site’s unique location and economic development importance for HBDi. The Project will contain a mix of office, retail, entertainment and open space facilities.

4.2. Project Timeline

The consultant selection process will be performed in accordance with the RFQ schedule outlined in Section 1.7. Negotiations with the selected team are expected to begin within six (6) months of the release of this RFQ.

4.3. Components

Potential Developers are encouraged to add to, modify or clarify any of the scope of work items deemed appropriate to obtain a high quality product. All changes should be listed and explained. However, the scope of work proposed, at minimum, must accomplish the goals and work outlined below.

In selecting a Master Developer for this project, HBDi will consider Submittals that reflect an understanding of the emphasis in this effort.

The development of the site should be in a manner that would advance the following goals of HBDi.

Gateway Development

T h e e ntire site serves as a pivotal location to spurn revitalization in the area. This site sits at nexus of South Business District Medical Center a n d development should capitalize on the site’s uniqueness. Palm Center will require an integrated development of solid economic uses, good urban design, and attention to the historic assets within and around the site. The development should serve to further enhance the image and perception of Palm Center.

Economic Development

The development team should plan, design, and construct a medium density, mixed use development that maximizes the Site’s potential.

IV. SCOPE OF WORK

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Community Benefits

This Site should be developed in a way that provides real, long-term benefits to Palm Center and to the community and residents throughout Houston. This development should create a wide range of sustainable job opportunities. Local business opportunities should be created during the development of this site. Open space, bicycle and pedestrian facilities, and other amenities should be provided.

Development of Public Open Space

This project should include contiguous publicly-accessible, green space, open air market, community space, or other related uses.

Density

The Site should be developed with a medium density, multi-story structures to achieve a critical mass of key land uses and maximize opportunities for high quality design.

Project Quality and Delivery

The developer should provide the firm’s capacity to begin a project within HBDi’s time frame and maintain and deliver the end product within the established time frame agreed upon during contract negotiations. Firms should designate the Project Manager or Project Director for the project, their current workload, the sources of equity and debt financing, and public partner references for public/private development projects of similar size and scope.

Urban Design Principles and Architecture

The Project should be based on sound urban design and planning principals and be aligned with the Palm Center Redevelopment Master Plan. The lead architect, urban designer and/or urban planner should be identified. The Project must take into consideration the historic context of Southeast Houston as well as historic p laces and spaces near the site. It should be complimentary to the efforts that have already been achieved and not be out of scale or character. The objective for the project is an attractive, quality development with land uses carefully integrated within the site and the surrounding area.

Community and Stakeholder Involvement

Historic Palm Center is an important public asset and stakeholder and community participation has been integral part of the redevelopment process. As the project is developed, this should continue to be the case. Local elected officials, residents, businesses, agencies, and organizations will be asked to participate throughout the

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planning and development process. The process by which this public input will occur should be organized and efficient with the specific details being outlined during the negotiations. HBDi is looking for viable , continued community involvement and long-term relationships that will continue to grow.

4.4. Expectations of Developer

The Developer will plan and implement a coherent master plan integrating HBDi’s development goals. HBDi is seeking a master developer to handle all aspects of the planning and development of the Site in a timely manner, according to a schedule to be determined jointly by the selected developer and HBDi. The developer’s role is expected to include, but not be limited to, the following tasks.

Developing and refining a vision and completing a master plan for the Site, defining a development team, and working in partnership with HBDi under an Exclusive Negotiation Period, followed by a Development Agreement.

Entering into a long-term ground lease, o r purchase or other land ownership option and Development Agreement for the Site.

Demonstrate ability to obtain necessary financing.

Taking all necessary steps to effectively market the site to potential end users.

Securing end users for the Site and negotiating and entering into lease agreements with end users.

Identification of individual/ team responsible for all sub developers and contractors.

Performing any additional due diligence, site planning, engineering, analyses, and other development activities.

Completion of all phases of on-site construction and related documents. A Master Developer will be selected for Phase 1 but performance will dictate approval of the successive phases.

Clearing, grading, and preparing the site for development.

Conformance with all of HBDi’s ordinances and guidelines.

4.5. Development Goals

The development of this Site should be in consideration of the Palm Center Redevelopment Master Plan and include a well-designed and strategically-planned mix of complementary office, retail, commercial, entertainment and open space uses.

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5.1. Requirements

The following instructions describe the form in which Qualifications must be submitted. Responses to the following items will be used for proposal evaluation. Submittals which do not contain responses to each of the requirement items will be considered incomplete and may be rejected.

Proposal documents should provide a straightforward, concise description of the Vendor’s capabilities to satisfy the requirements of this RFQ. Emphasis should be on completeness, clarity of content, and conveyance of the information requested by HBDi. The requirements stated do not preclude Developers herein from furnishing additional reports, functions, and costs as deemed appropriate. One (1) original and five (5) complete copies of the proposal must be submitted. The original must be unbound. In addition, one electronic version of the proposal must be included in Adobe Acrobat format written to a single thumb drive. The electronic version of the proposal must be an exact duplicate of the original hard copy proposal. If the proposal includes any comments over and above the specific information requested in this RFQ, it should be included as a separate appendix and placed at the end of the proposal.

5.2. Executive Summary

Please include a brief Executive Summary that highlights the main features of your proposal. The Executive Summary must be in 8½” x 11” format and follow the same submittal requirements listed above. The Summary should not contain any confidential and proprietary information and shall include the following items.

a short summary of the project components to be constructed under the proposal, with a map of proposed uses of all portions of the subject site;

a proposed timeline for construction and initial operation of all project components, including any project phasing;

a description of any outside financing required under the proposal; and

a description of any needed infrastructure required by the proposal.

5.3. Deposit

All Developers must be prepared to submit a deposit of $5,000 (the “Deposit”) along with their RFP Submittal, which will follow after this RFQ. The Deposit of each unsuccessful Developer will be returned promptly after a final Development Agreement has been executed with the successful Developer.

V. PROPOSAL FORMAT & CONTENT REQUIREMENTS

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5.4. PROPOSAL CONTENT AND FORMAT

Firms must deliver Submittals in the following format. Responses to the RFQ will require the consultant to provide sufficient information to determine that the consultant qualifies for performing such a project, including the following:

Letter of Response: o HBDi’s Development Services RFQ title and RFQ number. o Statement by the firm of its qualifications. o Information on the firm. o Description on the firm’s ability to provide the services.

Development Concept: o Project overview. o Strategic vision. o Land uses. o Building types. o Tenants/end users. o Development of public open/green space. o Phased building program. o On-site infrastructure and other improvements. o Sustainability measures. o Community outreach. o Narrative and graphics on how the project will be completed. o Description on how the planning process will be organized.

Architectural Drawings: o Site plan with phasing. o Circulation (both on-site and surrounding area) plan. o Elevations.

o Hand drawn or computer sketches looking several directions.

Phasing and Timeline: Detailed, integrated timeline for all project components, such as financing, design work, environmental clearances, community involvement, and site preparation for Phase 1.

Project List: Similar development and public/private partnership projects completed in the last five (5) years including agency name, address, contact person, telephone numbers and email addresses.

o Supporting documents such as renderings, marketing materials, project sheets, etc.

o Precise role of each partner of the Master Development Team in implementing the development and managing the comparable projects.

o Current work load of key personnel on the Master Development Team.

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Key Personnel

Names.

Titles.

Experience.

Resume.

Managing partner and key decision makers during the negotiation process.

Succession plan in the event of key personnel inability to perform.

Financing Capacity

Evidence of access to equity capital and financing resources to carry out the proposed project, supported by the following

Sources of equity/debt that is currently available to Developer for this project including the names of potential capital partner firms.

Past history of raising capital.

Letter of credit worthiness.

Composition of real estate portfolio by type and occupancy percentage.

CPA-audited income and expense and balance sheet statements for the past three (3) years, if available. If the proposer declares this information to be proprietary then HBDi will deem the documents to be unavailable for public review.

Financial Information

Detailed budget for the project development. Certain assumptions must be made to determine the financial feasibility of the project. The purpose of this budget is to provide HBDi with a consistent budget picture and demonstrate your approach to the project through your expected sources and uses of funds. This information should be provided at an overall level for complete ‘build out’ and in specificity for the proposed Phase 1.

Rough cost estimate for services of a General Contractor.

5-yr cash flow proforma for Phases 1 & 2, illustrating revenues, expenses, leverage for the private components, and reversion analysis (including terminal cap rates).

Financial sensitivity analysis illustrating changes in lease rates, hard construction costs, and terminal cap rates.

Return on Investment (ROI) at stabilization.

Land residual analysis (for sale and lease).

Non-tax income and tax revenue analysis.

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6.1. HBDi will review all Submittals to determine compliance with required elements

listed in Sections IV. and V. of this RFQ. Submittals may be judged non-responsive and removed from further consideration if any of the following occur:

1. The proposal is not received timely in accordance with the terms of this RFQ. 2. The proposal does not follow the specified format. 3. The information is incomplete or insufficient. 4. The quality of the proposal contained in the Submittal does not meet the

goals, expectations or criteria set forth by HBDi.

6.2. Evaluation Criteria

The firm will be selected based upon the technical criteria outlined below. Evaluation of each proposal will be weighted based on the following criteria:

Criteria Weighting (%)

Objective Factors – Ability of the firm to meet basic minimum requirements set forth in RFQ.

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Qualifications – Degree to which firm has completed similar projects quickly, effectively, and on budget or has background and expertise to complete this project.

10

Financial Capacity – The financial capacity to develop the site and proven ability of developer to possess or attract equity and debt capital for a project of this type.

10

Financial Return – New values added to HBDi and potential sales tax revenues.

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Understanding of and Approach to the Project – Degree to which firm understands the project, whether from experience with similar projects or from preparatory research and to which Consultant’s proposed scope of work addresses the project issues. The degree to which the firm illustrates the overall vision for the project through a specific urban redevelopment approach.

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Quality of Work and References – Quality of the proposal and the evaluation of references from other projects done by the firm as well as the proven ability to work with public agencies.

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Personnel – The qualifications and availability of the personnel to be assigned to the project.

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TOTAL 100

VI. EVALUATION

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6.3. Proposal Review Process

The Project Development Sub-Committee comprised of members from the Board of Directors and staff will review the Submittals. The Sub-Committee will evaluate Submittals based upon the criteria outlined above. The Sub-Committee may, at their discretion, request presentations by or meetings with any or all Developers, to clarify or discuss modifications to the Developer’s submittal. Proposals should be submitted initially on the most favorable terms which the Offeror can propose. HBDi anticipates the need for an Exclusive Negotiation Period of 60 days to finalize the terms of a Development Agreement. Once a Developer has been selected, HBDi and Developer will enter into said period, (“Exclusive Negotiation Period”) to refine the vision for the Project and finalize the terms of a Development Agreement.

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7.1. If, for some reason, you are not participating in the solicitation, PLEASE complete the following and return this one page notice (Section VII), via facsimile or electronic mail to:

Mannaser D. Marshall, MLD Vice President, Development and Operations

Fax: (713) 645-2830 m.marshall@hbdi.org

NOTE: DO NOT return the entire solicitation packet.

Company Name: Address:

Phone number: Fax number:

Reason for no response to this RFQ:

Cannot supply at this time Suitable, but engaged in other work Quantity too small Opening date does not allow sufficient time to complete Cannot meet requirements - please briefly explain:

Other remarks:

Signature

Title

VII. NOTICE OF NON-PARTICIPATION

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8.1. This Request for Qualifications (RFQ) is only an invitation to submit qualifications

and does not commit HBDi in any way to enter into an agreement or to proceed with the Project. The issuance of this RFQ does not obligate HBDi to pay any costs whatsoever incurred by any respondent in connection with: (a) the preparation or presentation of qualifications or a proposal; (b) any supplements or modifications of this RFQ; or (c) negotiations with HBDi or other party arising out of or relating to this RFQ or the subject matter of this RFQ. HBDi will not be liable to any respondent for any increase in value, real or perceived, to the (i) Site, (ii) Master plans, (iii) processes or (iv) otherwise, resulting from the respondent’s Submittal, if any. The determination by HBDi to select a particular respondent (Selected Developer) shall not imply acceptance of the respondent's business offer, which may be subject to further negotiation prior to approval of development agreement or other agreements with HBDi. The Development Agreement will be subject to approval by HBDi’s Board of Directors.

HBDi has the right to choose separate Developers for one or more Project Areas as part of this RFQ.

HBDi fully reserves the right to reject any and all Submittals to the RFQ if HBDi, in its sole discretion, determines the Submittals do not meet its goals and objectives for the redevelopment of the Project Area. HBDi reserves the right to extend or otherwise modify the RFQ deadlines, evaluation period, interview schedule or the timeframe to choose the Selected Developer. If and when such changes in the schedule were to occur, notice will then be provided to all Developers still involved at that stage of the selection process.

The information presented in this RFQ and in any report or other information provided by HBDi to Developers is provided solely for the convenience of the interested parties. It is the sole responsibility of interested parties to assure themselves that the information contained in this RFQ or other documents are accurate and complete. No representations, assurances or warranties pertaining to the accuracy of such information are or will be provided by HBDi, RFB&A or any other advisors. HBDi expressly reserves the right at any time, and from time to time, for its own convenience, and in HBDi’s sole discretion, to do any or all of the following:

• Waive or correct any defect or technical error as to form or content of this

request or in any response, proposal or proposal procedure, as part of the Request for Qualifications or any subsequent negotiation process;

• Reject any and all proposals, without indicating any reason for such rejection;

VIII. DISCLAIMER

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• Reissue an RFQ; modify or suspend any and all aspects of the selection process, modify the scope of the Project or the required responses, modify the components of the Development Concept, or modify the process indicated in this solicitation;

•

• Request that Developers clarify, supplement or modify the information submitted; • Extend deadlines for accepting responses, request amendments to

responses after expiration of deadlines, or negotiate or approve final agreements;

• Negotiate with any, all or none of the Developers responding to the RFQ; • Make a selection for the exclusive negotiations based solely on the proposal

selection process, or negotiate further with one or more of the Developers;

• During negotiation, expand or contract the scope of the Project, including adding

or subtracting areas to or from the Project Area, committing or withholding public financing or otherwise altering the project concept from that which was initially proposed in order to respond to new information, community or environmental issues, or opportunities to improve the financial return to HBDi from the Project or enhance public amenities; and/ or,

• If negotiations with the Selected Developer(s) fail to proceed to the reasonable

satisfaction of HBDi, HBDi in its sole discretion, may enter into negotiations with and enter into a Development Agreement with another respondent, or begin the selection process anew.

By submitting a proposal, the respondent certifies to HBDi that the respondent has not paid, nor agreed to pay, and will not pay or agree to pay, any fee or commission, or any other thing of value contingent on the award an agreement with HBDi related to the Project, to HBDi or any City or official or to any contracting consultant hired by HBDi for purposes of the Project. Financial capacity information should be marked as confidential by respondent, if required. Portions of the respondent’s proposal may be kept confidential if they specifically relate to additional land acquisitions within the project area. HBDi shall not be responsible under any circumstances for any damages or losses incurred by a respondent or any other person or entity because of the release of such financial information.

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HBDi will not return submittals or any information submitted in connection with Proposals from Developers.

HBDi reserves the right to disqualify any respondent to this RFQ on the basis of any real or apparent conflict of interest that is disclosed by the responses submitted, or on the basis of other data available to HBDi. This disqualification is at the sole discretion of HBDi. Any false, incomplete, or otherwise unresponsive statements made in connection with a proposal may be cause for its disqualification at HBDi’s discretion.

HBDi intends, through exclusive negotiations, to identify the actions and activities that would be necessary to develop the Project and thereby facilitate meaningful environmental review. If the Project is found to cause significant adverse impacts that have not already been analyzed and/or have not been mitigated, HBDi retains absolute discretion to require additional environmental analysis, and to: (a) modify the Project to mitigate significant adverse environmental impacts; (b) select feasible alternatives which avoid significant adverse impacts of the proposed project; or (c) reject or proceed with the Project as proposed depending upon a finding of whether or not the economic and social benefits of the Project outweigh otherwise unavoidable significant adverse impacts of the Project.

The Selected Developer shall be responsible for obtaining all government approvals required for the project, and the Selected Developer will be expected to pay all permit and processing fees related to the Project. In issuing this Request for Qualifications, HBDi makes no representation or warranties, express or implied, that the necessary governmental approvals can be obtained which will allow the development of the Project in accordance with the guidelines set forth above herein. Developers should understand that HBDi is issuing this RFQ in its capacity as a landowner with a proprietary interest in the Project Area and not as a regulatory agency. Any applicants also would be subject to City of Houston ordinances regulating land development.

HBDi will not pay a Finder's Fee or Broker's Fee in connection with this RFQ. Developers shall be solely responsible for the payment of all fees to any real estate brokers with whom such party has contracted.

All facts and opinions stated in this RFQ document (including any attachments, appendices or exhibits) and in the additional reports and information are based upon available information, and no representation or warranty, express or implied, is made with respect thereto.

Developers must be prepared to provide insurance and bonds satisfactory to HBDi if selected. The above requirements will be incorporated as part of the Development Agreement and will apply to contractors, subcontractors, subtenants, etc. of the Selected Developer as applicable within each code section.